Core Viewpoint - *ST Nanzhi has experienced significant stock price increases, achieving a cumulative rise of 25.38% over six trading days, indicating strong market interest and volatility in its trading activity [2] Trading Performance - The stock recorded five trading halts within six days, showcasing a high level of trading activity and investor engagement [2] - The total trading volume reached 10.18 million shares today, with a transaction value of 25.14 million yuan, reflecting a turnover rate of 0.59% [2] - The stock's total market capitalization is approximately 4.28 billion yuan, with a circulating market value of 4.28 billion yuan [2] Market Dynamics - The stock has been listed on the "Dragon and Tiger List" due to a cumulative closing price deviation of 12% over three consecutive trading days, indicating significant price fluctuations [2] - The net selling by leading brokerage firms amounted to 14.63 million yuan, suggesting a cautious sentiment among institutional investors [2] Company Background - Nanguo Zhiyuan Co., Ltd. was established on July 27, 1998, with a registered capital of 1.73 billion yuan, indicating a long-standing presence in the market [2]

Core Viewpoint - *ST Nan Zhi (formerly Nan Guo Zhi Ye) is responding to the Shenzhen Stock Exchange's inquiry regarding its major asset sale and related party transactions, addressing concerns about delisting risks, sustainable operation capabilities, and future development plans [2][3]. Financial Performance - As of April 2025, *ST Nan Zhi's net assets attributable to shareholders are projected to be 538 million yuan, indicating a turnaround from negative to positive [2]. - The company expects to achieve operating revenue of 820 million yuan in the first half of 2025 [2]. Asset Sale Details - The company plans to transfer all real estate development and leasing-related assets and liabilities to a wholly-owned subsidiary of its controlling shareholder, China Power Construction Group [3]. - The transaction involves 17 equity assets and 11.579 billion yuan in other payables, with total assets involved nearing 20 billion yuan, and the transaction price set at 1 yuan [3]. Strategic Transformation - *ST Nan Zhi aims to focus on light asset operations, including commercial and industrial operations, to transform into a comprehensive urban operation service provider [5]. - The company believes that divesting heavy asset businesses will alleviate debt pressure and support long-term sustainable development [5]. Debt Management - As of April 2025, the balance of other payables is 13.488 billion yuan, and the completion of the transaction is expected to significantly reduce total liabilities and the debt-to-asset ratio [5]. Business Development Plans - The company is innovating in urban operation business and digital empowerment, aiming to establish a neighborhood commercial management brand [5]. - *ST Nan Zhi plans to expand its property management business, leveraging an industrial service system and urban renewal to create a differentiated competitive advantage [5]. Future Goals - By 2027, the company aims to achieve a total commercial operation area exceeding 2 million square meters, manage 12,000 long-term rental apartments, and generate 200 million yuan in property management revenue [6].

Core Viewpoint - The company, *ST Nanzhi, is responding to inquiries regarding its major asset sale and related transactions, addressing concerns about delisting risks, sustainable operations, and future development plans [1] Financial Performance - As of April 2025, the net assets attributable to the parent company shareholders are projected to be 538 million yuan, indicating a turnaround from negative to positive [1] - The company has achieved a revenue of 820 million yuan for the first half of 2025, suggesting that the financial data for 2025 will not trigger delisting risks after the transaction [1] - The balance of other payables is 13.488 billion yuan, and the transaction is expected to significantly reduce the company's debt pressure, improving profitability and risk resistance [1] Future Development Plans - The company aims to focus on light asset operations, particularly in urban operations and commercial management, transitioning towards a comprehensive urban operation service provider [1][2] - The strategic plan includes expanding into the Beijing market while deepening existing operations in cities like Wuhan, Chengdu, Shanghai, Guangzhou, and Hangzhou [2] - By 2027, the company targets to exceed 2 million square meters in commercial operations, manage 12,000 rental apartments, and achieve 200 million yuan in property management revenue [2] Strategic Transformation - The strategic transformation is a proactive adjustment to industry trends and a commitment to high-quality development paths [3] - The company is expected to unlock broader development opportunities in urban operations as its transformation initiatives are implemented [3]

Core Viewpoint - The real estate industry is undergoing significant pressure due to financing constraints and shrinking profit margins, prompting companies like Nanguo Real Estate to shift from "heavy asset development" to "light asset operation" [1][2] Group 1: Strategic Shift - Nanguo Real Estate plans to divest its loss-making real estate development business and focus on commercial and industrial operations, which are lighter asset businesses [2] - The divested assets are primarily high-debt and cyclical projects, transferred to the controlling shareholder, China Electric Power Construction Real Estate, to alleviate debt pressure and optimize the balance sheet [2] - This strategic move is not merely a reactive measure but a proactive adjustment towards building a sustainable business model [2][3] Group 2: Future Development Advantages - Post-asset sale, Nanguo Real Estate will become a light asset operation platform, benefiting from the strong support and synergy from its controlling shareholder [4] - The company has accumulated professional capabilities and brand value over the years, establishing a mature "big operation system" with various operational projects across commercial, industrial, and long-term rental sectors [5] - Nanguo Real Estate aims to become a comprehensive urban operation service provider covering multiple fields, leveraging its experience in urban renewal projects [5] Group 3: Market Response and Valuation - Companies that have shifted focus to light asset operations have generally experienced valuation recovery, characterized by low leverage, cyclical resilience, and stable cash flow [6] - Analysts suggest that Nanguo Real Estate, after completing its major asset divestiture and focusing on light asset operations, is likely to follow a similar path of value re-evaluation as seen in other companies [6]

Core Insights - The company is undergoing a significant asset sale and related party transaction, transferring real estate development and leasing business assets and liabilities to a wholly-owned subsidiary for a nominal price of 1 yuan [1][2] - The real estate industry has faced ongoing adjustments since 2024, leading to continuous losses for the company since 2021, with net profits of -867 million yuan, -1.693 billion yuan, and -2.238 billion yuan from 2022 to 2024 [1][2] - The transaction aims to divest the struggling real estate assets and focus on light asset businesses such as commercial and industrial operations, facilitating a strategic transformation [1][2] Financial Summary - The net asset value of the parent company's balance sheet is reported at 2.386 billion yuan, while the consolidated net assets stand at -3.011 billion yuan, with an assessment result of -2.934 billion yuan, indicating a devaluation rate of -223.00% and a slight increase of 2.55% on a consolidated basis [2] - The accounting treatment will result in a significant reduction in total assets and liabilities, leading to a positive net asset position for the company post-transaction [2] Future Strategy - The company plans to expand its urban operation business, develop a distinctive commercial management brand, and enhance property management services with a nationwide presence [2] - The controlling shareholder, Electric Power Construction Real Estate, and the actual controller, Electric Power Construction Group, will support the company's development and may inject synergistic assets in the future [2] - Measures to enhance profitability and operational stability have been outlined, while potential risks related to business transformation, market competition, operational talent, and regulatory compliance have been acknowledged [2]

Core Viewpoint - Nanguo Real Estate plans to sell its real estate development and leasing assets and liabilities to its controlling shareholder's wholly-owned subsidiary for 1 yuan, aiming to accelerate its transformation into a comprehensive urban operation service provider [1]. Group 1: Asset Sale and Financial Impact - The company received an inquiry from the Shenzhen Stock Exchange regarding its restructuring plan, ongoing operational capability, and related transactions [1]. - Since 2021, the company has reported continuous losses, with net profits of -867 million yuan, -1.693 billion yuan, and -2.238 billion yuan for the years 2022 to 2024, respectively [1]. - The company’s net assets were negative by the end of 2024, leading to a risk warning for delisting [1]. - The accounting treatment for the asset sale will result in a significant decrease in total assets and liabilities, with net assets expected to turn positive post-transaction [2]. Group 2: Future Development Plans - Nanguo Real Estate disclosed plans for the current year and the next two years, focusing on expanding urban operation services, advancing digital empowerment, and enhancing property management to improve competitiveness and profitability [2]. - The controlling shareholder and actual controller have committed to resolving competition issues in phases [2]. Group 3: Inventory and Asset Management - The company explained the rationale for retaining certain inventories, valued at 51.9162 million yuan as of April 2025, primarily consisting of unsold parking spaces and non-real estate development project inventories [1]. - The retention of inventory is influenced by factors such as transaction taxes, capital reserves, and sales disputes, with plans to expedite the resolution of related asset disputes [1].

Group 1 - The core point of the article is that Nanguo Real Estate plans to transfer its real estate development and leasing business assets and liabilities to its wholly-owned subsidiary for a nominal price of 1 yuan, as part of a strategic transformation amid ongoing challenges in the Chinese real estate market [1][2] - Since 2021, Nanguo Real Estate has been experiencing continuous losses, with net profits attributable to shareholders of -867 million yuan in 2022, -1.693 billion yuan in 2023, and projected -2.238 billion yuan in 2024, leading to negative net assets by the end of 2024 [1][2] - The transaction involves the transfer of 17 real estate development and leasing business equity assets, related receivables, and other assets, while retaining approximately 50.55 million yuan in inventory, primarily consisting of unsold parking spaces in Wuhan and Chengdu [1][2] Group 2 - The assessed net asset value of the transferred assets is -2.934 billion yuan, with a valuation decrease of 223% compared to the parent company's net asset value and a slight increase of 2.55% compared to the consolidated net asset value [2] - The company plans to innovate and develop urban operation businesses and enhance digital capabilities, aiming to establish a neighborhood commercial management brand and accelerate the expansion of property management services [2] - The controlling shareholder and actual controller have committed to resolving competition issues in stages, and the accountant found no significant discrepancies in the company's explanations regarding the transaction [2]

中信建投证券股份有限公司关于南国置业股份有限公司本次重组相 关主体买卖股票情况自查报告的核查意见 一、本次交易的内幕信息知情人自查期间 本次交易相关内幕信息知情人买卖上市公司股票情况的自查期间为自上市 公司首次披露本次交易事项前 6 个月之日至重组报告书首次披露之前一日的期 间，即 2024 年 10 月 25 日至 2025 年 9 月 17 日（以下简称"自查期间"）。 二、本次交易的内幕信息知情人核查范围 根据《重组管理办法》《准则第 26 号》等相关规定，本次交易的内幕信息 知情人核查范围包括如下主体： （1）上市公司及董事、监事、高级管理人员及相关知情人员； （2）上市公司控股股东及其董事、监事、高级管理人员及相关知情人员； （3）上市公司实际控制人及其董事、监事、高级管理人员及相关知情人员； （4）交易对方及其董事、监事、高级管理人员； 南国置业股份有限公司（以下简称"上市公司"或"南国置业"）拟将房地 产开发、租赁业务相关资产及负债出售给控股股东中国电建地产集团有限公司的 全资子公司上海泷临置业有限公司（以下简称"本次交易"）。 中信建投证券股份有限公司（以下简称"本独立财务顾问"或"中信建投证 ...

中信建投证券股份有限公司 关于深圳证券交易所《关于对南国置业股份有 限公司重大资产出售暨关联交易的问询函》回 复之核查意见 深圳证券交易所： 南国置业股份有限公司（以下简称"南国置业"、"上市公司"或"公司"）于 2025 年 10 月 10 日收到深圳证券交易所《关于对南国置业股份有限公司重大资产出售暨关 联交易的问询函》（并购重组问询函〔2025〕第 16 号，以下简称《问询函》）。中信建 投证券股份有限公司（以下简称"独立财务顾问"或"中信建投"）作为本次交易的 独立财务顾问，对有关问题进行了认真分析与核查，现就核查情况回复如下。 除特别说明外，本核查意见中所述的词语或简称与《南国置业股份有限公司重大 资产出售暨关联交易报告书（草案）（修订稿）》中释义所定义的词语或简称具有相同 的含义。 问题一、关于重组方案。 披露文件显示：（1）你公司拟向控股股东全资子公司上海泷临置业有限公司转让 房地产开发、租赁业务相关资产及负债。本次交易拟转让标的资产具体包括：一是上 市公司持有的 17 项房地产开发、租赁业务股权资产。二是上市公司本部对拟转让的 股权资产的相关应收款项，以及上市公司本部与房地产开发、租赁业务相关 ...

北京中天和资产评估有限公司 关于深圳证券交易所 《关于对南国置业股份有限公司重大资产 出售暨关联交易的问询函》的回复 深圳证券交易所: 南国置业股份有限公司（以下简称"南国置业"、"上市公司"或"公司" 于 2025 年 10 月 10 日收到深圳证券交易所《关于对南国置业股份有限公司重大 资产出售暨关联交易的问询函》(并购重组问询函(2025)第 16 号,以下简称《问 询函》)。 北京中天和资产评估有限公司对间询函有关问题进行了认真核查与落实,按 照问询函的要求对所涉及的事项进行了问题答复,现就相关事项回复如下,请予 审核。 问题五、关于评估作价 披露文件显示:(1)你公司对置出资产以资产基础法与市场法进行评估, 最终以资产基础法作为定价依据。(2)经资产基础法评估,你公司置出资产组 模拟报表对应的总资产账面值 1,397,131.28 万元, 评估值 865,121.36 万元,减值 额 532,009.92 万元, 减值率 38.08%; 负债账面值 1,158,562.61 万元, 评估值 1,158,562.61 万元，无增减值变化;净资产账面值 238,568.67 万元，评估值 -293,44 ...